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EX-16.1 - LETTER FROM KPMG LLP TO THE SECURITIES AND EXCHANGE COMMISSION - Nevada Property 1 LLC | dex161.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
December 14, 2010
NEVADA PROPERTY 1 LLC
(Exact name of registrant as specified in its charter)
Delaware | 000-53938 | 27-1695189 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
3708 Las Vegas Boulevard South Las Vegas, Nevada |
89109 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants Telephone Number, Including Area Code: (702) 698-7000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 4.01 | Changes in Registrants Certifying Accountant. |
(a) Dismissal of independent registered public accounting firm
On December 14, 2010, the Board of Directors (the Board) of Nevada Property 1 LLC (the Company) notified KPMG LLP (KPMG) that upon completion of the 2010 audit engagement and the filing of the Companys Annual Report on Form 10-K for the year ending December 31, 2010, KPMG will be dismissed as the Companys independent registered public accounting firm. The decision to change accounting firms was recommended by the Audit Committee and approved by the Board.
During the year ended December 31, 2009 and the period from the Companys inception on July 30, 2008 to December 31, 2008 and the subsequent period through December 14, 2010, the Company had no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to KPMGs satisfaction, would have caused KPMG to make reference to the subject matter of the disagreement in their reports on our consolidated financial statements. In addition, during such periods, there were no reportable events as that term is defined in Item 304(a) (1)(v) of Regulation S-K. The Companys management has authorized KPMG to respond fully to the inquiries of the new independent registered public accounting firm regarding all matters.
KPMGs reports on the Companys consolidated financial statements as of and for the year ended December 31, 2009 and as of December 31, 2008 and for the period from inception on July 30 to December 31, 2008 did not contain any adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
(b) Engagement of new independent registered public accounting firm
On December 14, 2010, the Board, based on the recommendation of the Audit Committee, approved the engagement of PricewaterhouseCoopers LLP (PwC) as the Companys new independent registered public accounting firm. PwC's engagement is subject to the completion of its acceptance procedures and will be effective for the Company's year ending December 31, 2011.
The Company has not consulted with PwC during the year ended December 31, 2009 or the period ended December 31, 2008, or during any subsequent period prior to December 14, 2010 with respect to any of the matters or events listed in Regulation S-K 304(a)(2)(i) and (ii).
The Company provided KPMG a copy of this Form 8-K prior to its filing with the Securities and Exchange Commission (SEC) and requested that KPMG furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements in items 4.01 (a) and (b). A copy of KPMGs letter, dated December 20, 2010, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
Item 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Election of Board Member
On December 14, 2010, the Board elected Fabrizio Campelli to the Board of Directors subject to obtaining all of the necessary regulatory approvals from the Nevada Gaming Commission. The Board did not elect Mr. Campelli pursuant to any arrangement or understanding between Mr. Campelli and the Company or any other person. The Board also appointed Mr. Campelli to serve on the Compensation Committee.
There are no transactions that are required to be disclosed pursuant to Item 404(a) of SEC Regulation S-K. There is no material plan, contract or arrangement to which Mr. Campelli is a party.
Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
The following exhibits are filed as part of this report:
Exhibit |
Description of Exhibit | |
16.1 | Letter from KPMG LLP to the Securities and Exchange Commission |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NEVADA PROPERTY 1 LLC | ||||||
Date: December 20, 2010 |
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By: | /S/ JEFFREY S. BURGE | |||||
Jeffrey S. Burge Chief Financial Officer |